Exhibit 10.1



PROPERTY MANAGEMENT AGREEMENT

BY AND BETWEEN

Capital Park Apartments Limited Partnership

("Owner")

AND

American Rental Management Company

("Manager")



Capital Park Twin Towers

Capital Park Plaza Apartments





PROPERTY MANAGEMENT AGREEMENT

TABLE OF CONTENTS

|           |                                                                            | PAGE
|---------- | -------------------------------------------------------------------------- | ----
|           |                                                                            |     
|ARTICLE 1. | TERM                                                                       | 1   
|           |                                                                            |     
|ARTICLE 2. | APPOINTMENT OF MANAGER, INDEPENDENT CONTRACTOR                             | 1   
|2.1        | Appointment and Engagement of Manager                                      | 2   
|2.2        | General Duties and Standards                                               | 2   
|2.3        | Independent Contractor                                                     | 2   
|           |                                                                            |     
|ARTICLE 3. | DUTIES OF MANAGER                                                          | 2   
|3.1        | Commencement of Services                                                   | 2   
|3.2        | Initial and Ongoing Reporting Requirements                                 | 3   
|3.3        | Lease Administration                                                       | 5   
|3.4        | Management                                                                 | 6   
|3.5        | Administrative                                                             | 8   
|3.6        | Marketing                                                                  | 10  
|3.7        | Requirements of Project Loans, Tax Credits and other Property Encumbrances | 11  
|3.8        | Environmental Risk Management                                              | 12  
|3.9        | Notification of Litigation                                                 | 12  
|3.10       | Tax Filings                                                                | 12  
|3.11       | Media                                                                      | 12  
|3.12       | Delivery of Notice                                                         | 12  
|3.13       | Additional Services                                                        | 13  
|3.14       | Limitation of Authority                                                    | 13  
|3.15       | Compliance with Laws                                                       | 14  
|3.16       | Tax Credit Requirements                                                    | 14  
|           |                                                                            |     
|ARTICLE 4. | COMPENSATION                                                               | 15  
|4.1        | Management Fee                                                             | 15  
|4.2        | Additional Services                                                        | 16  
|4.3        | Reimbursements                                                             | 16  
|           |                                                                            |     
|ARTICLE 5. | INSURANCE                                                                  | 17  
|5.1        | Insurance Specifications                                                   | 17  
|5.2        | Fidelity Bond                                                              | 17  
|5.3        | Specific Requirements                                                      | 17  
|5.4        | Notice                                                                     | 17  
|5.5        | Compliance with Insurance Requirements                                     | 18  
|5.6        | Mutual Waiver of Subrogation                                               | 18  
|5.7        | Manager and Contractors' Insurance                                         | 18  



|ARTICLE 6. | INDEMNIFICATION                           | 19
|---------- | ----------------------------------------- | --
|6.1        | Indemnification of Owner                  | 19
|6.2        | Indemnification of Manager by Owner       | 19
|6.3        | Survival                                  | 20
|           |                                           |   
|ARTICLE 7. | TERMINATION                               | 20
|7.1        | Termination by Owner for Cause            | 20
|7.2        | Termination by Owner for Other Events     | 20
|7.3        | Termination by Manager                    | 21
|7.4        | Procedures on Cancellation or Termination | 21
|           |                                           |   
|ARTICLE 8. | REPRESENTATIONS AND WARRANTIES OF MANAGER | 22
|8.1        | Organization and Authorization            | 22
|8.2        | Manner of Performance                     | 23
|8.3        | Licenses                                  | 23
|           |                                           |   
|ARTICLE 9. | MISCELLANEOUS, GENERAL PROVISIONS         | 23
|9.1        | Tax Credit Consultant                     | 23
|9.2        | No Assignment by Manager                  | 23
|9.3        | Assignability by Owner                    | 24
|9.4        | No Non-Compete                            | 24
|9.5        | Successors and Assignors                  | 24
|9.6        | Estoppel Certificate                      | 24
|9.7        | Notices                                   | 24
|9.8        | No Waiver                                 | 25
|9.9        | Approvals                                 | 25
|9.10       | Rights Cumulative                         | 25
|9.11       | No Third-Party Beneficiary                | 25
|9.12       | No Oral Modification                      | 25
|9.13       | Counterparts                              | 26
|9.14       | Governing Law                             | 26
|9.15       | Complete Agreement                        | 26
|9.16       | Amendments                                | 26
|9.17       | Confidentiality                           | 26
|9.18       | Waiver of Jury Trial                      | 26
|9.19       | Choice of Jurisdiction and Venue          | 26
|9.20       | Reservation of Right                      | 26
|9.21       | Nondiscrimination                         | 26
|9.22       | Construction of Agreement with HUD Rights | 27
|9.23       | Drug Free Workplace                       | 27
|9.24       | Duty to Cooperate                         | 27
|9.25       | Definitions                               | 27





PROPERTY MANAGEMENT AGREEMENT

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of October 29, 2002, by and between Capital Park Apartments Limited Partnership, a District of Columbia limited partnership ("Owner"), and American Rental Management Company, a Delaware corporation ("Manager").

WITNESSETH

WHEREAS, Owner is 95% tenant in common owner of certain real property (the "Real Property"), with improvements thereon (the "Improvements"), known as Capital Park Twin Towers and Capital Park Plaza Apartments located at 201 I Street, Southwest and 101-103 "G" Street Southwest, in Washington D.C. (the Real Property and the Improvements being sometimes referred to collectively as the "Property");

WHEREAS, pursuant to that certain Tenancy In Common Agreement dated as of October ___, 2002, Owner has the exclusive right to contract for management of the Property and Capitol Park Associates and Capitol Park Land Corporation have no such right and therefore will not be recognized by Owner or Manager except as expressly provided herein; and

WHEREAS, Owner desires to employ Manager as exclusive manager for the Property during the term of this Agreement, and Manager desires to accept such responsibilities and duties, in accordance with the terms and provisions contained herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises of the parties hereto, Owner and Manager hereby covenant and agree as follows:

1. 
2. Subject to HUD approval, the term of this Agreement shall commence on the date Owner notifies Manager to commence management of the Property (the "Commencement Date") and shall expire on the 12-month anniversary of the Commencement Date, unless sooner terminated in accordance with this Agreement (the "Initial Term").  The Initial Term shall be automatically extended for consecutive periods of twelve (12) months each (each a "Renewal Term", and together with the Initial Term, collectively referred to as the "Term"), unless either party notifies the other party in writing, on or before the date which is sixty (60) days prior to the end of the then-current term of its election not to so extend the term, or unless terminated in accordance with the other provisions of this Agreement, in which event the term shall expire at the expiration of the Initial Term or the then current Renewal Term, as applicable.
3. 
4. Appointment and Engagement of Manager.  Subject to the terms and conditions hereof, Owner hereby engages Manager, and Manager hereby accepts such engagement, as the exclusive manager for the Property and leasing agent for the Property.  Manager, by its execution hereof, hereby accepts such appointment and engagement upon and in accordance with the terms hereof.  Manager shall have no right or authority, express or implied, to commit or otherwise obligate Owner in any manner whatsoever, except to the extent specifically provided herein or to the extent necessary to carry out the specific authority given to Manager, and Manager shall not hold itself out as having authority to act on behalf of Owner in any manner which is beyond the scope of this Agreement.
5. General Duties and Standards
6. Independent Contractor
7. Nothing in this Agreement, or in the relationship between Owner and Manager, shall be deemed to constitute a partnership, joint venture or any other similar relationship and each party agrees that it will not make any contrary assertion, contention, claim or counterclaim in any action, suit or other legal proceeding involving Owner and Manager.
8. No federal or state income tax, Social Security deductions or any other deductions or contributions will be withheld by Owner from the payments made to Manager by Owner.
9. All persons providing services under this Agreement shall be either employees of Manager or of Manager's contractors or suppliers, but such persons shall not be, or become, employees of Owner by virtue of any provision of this Agreement.  Owner will not maintain worker's compensation insurance for Manager or its employees and Manager shall be responsible for maintenance of worker's compensation for all employees of Manager.
10. 
11. Commencement of Services.  Beginning on the Commencement Date, Manager shall continually manage and operate the Property during the Term, and shall, within the limitations of the Approved Budget (as herein defined), perform those acts necessary or desirable for the operation of the Property in accordance with the scope of services and standards set forth in this Agreement, including, without limitation, all services, functions, and responsibilities set forth in this Article 3, as such may be supplemented, enhanced, modified or replaced during the Term.
12. Initial and Ongoing Reporting Requirements
13. Rent Roll
14. Budget:
15. Property Inspection:
16. Transfer of Utility Billings:
17. Preventive Maintenance Plan:
18. Budget vs. Actual Reporting:
19. Financial Statements:
20. Reports
21. Lease Administration
22. Exclusive Representation
23. Initial Leasing
24. Cancellation of Residential Leases
25. Report of Default
26. Legal Actions
27. Subleasing
28. Management
29. Implementation of Owner's Decisions
30. Vendor Contracts
31. Contract Limitations
32. Market Rate Services
33. Property Employees
34. Purchase of Supplies
35. Resident Requests
36. Preparation of Units
37. Lease Enforcement
38. Sale of Property
39. Administrative
40. Bank Accounts
41. Manager shall use commercially reasonable efforts to collect when due all rents and other receipts due and owing from tenants of the Property and any other amounts and charges which may become due from time to time from tenants or any other parties with respect to the Property, and promptly deposit all rents and other receipts collected for Owner in an interest-bearing account or accounts separate from all other accounts and funds of Manager, with a financial institution whose deposits are insured by an agency of the United States government (the "Operating Account").  The Operating Account shall be the sole and exclusive property of Owner, and Manager shall retain no interest therein.  The Operating Account shall be established in the name of the Manager to be held in Trust for the Owner. Manager shall use the Operating Account to pay all approved and authorized expenses, as set forth herein, incurred by the Property.  Signature authority for the Operating Account shall be vested in Manager and Manager shall possess and maintain sole responsibility over the Operating Account.
42. Manager shall use commercially reasonable efforts to collect, deposit, and disburse security deposits, if required, in accordance with the terms of each tenant's lease and in accordance with applicable law.   Manager shall maintain detailed records of all security deposits collected.  Security deposits will be deposited by Manager in an interest bearing escrow account, separate from all other accounts and funds, with a financial institution whose deposits are insured by an agency of the United States Government (the "Security Deposit Account").
43. Manager shall set up and maintain appropriate reserve accounts for deferred and contingency expenditures for the Property in accordance with the Approved Budget.
44. Emergency Disbursements
45. Review of Accounts Payable
46. Distribution of Cash Flow
47. Submission of Annual Budget
48. Repairs and maintenance of the Property.
49. Charges for utility services.
50. Charges for landscaping, janitorial, extermination and security services.
51. Charges for supplies used exclusively for maintenance, such as light bulbs, air filters and cleaning supplies.
52. Management Fee (as hereinafter defined)
53. Reimbursement for salary and payroll expenses for Property Employees as defined in Section 3.4.5 above.
54. Advertising and promotional expenses associated with the Marketing Plan (as defined below).
55. Training and information technology expenses.
56. Other expenses and capital expenditures approved in writing by Owner.
57. Approved Budget
58. Books and Records
59. Maintenance of Books and Records
60. Examination by Owner
61. Audits
62. Marketing
63. Annual Marketing Plan
64. General Marketing Duties
65. Requirements of Project Loans, Tax Credits and other Property Encumbrances
66. Environmental Risk Management
67. Notification of Litigation
68. Tax Filings
69. Media
70. Delivery of Notices
71. Additional Services
72. Limitation Of Authority
73. Make any expenditure or incur any obligation on behalf of Owner, except for expenditures made and obligations incurred in accordance with this Agreement;
74. Convey or otherwise transfer, pledge or encumber any portion of the Property or any other asset of Owner or permit any of the foregoing to occur;
75. Retain architects, engineers, attorneys, accountants or other professionals on behalf of Owner to supply goods or service in excess of $5,000 except in accordance with this Agreement;
76. Institute or defend lawsuits or other legal proceedings on behalf of Owner if amounts in dispute exceed $5,000;
77. Terminate or modify leases (except in accordance with any guidelines approved by Owner for the enforcement of leases as set forth in this Article 3 hereof);
78. Pledge the credit of Owner for purchases made by Manager in excess of $5,000;
79. Obligate Owner for the payment of any fee or commissions in excess of $5,000 with any real estate agent or broker;
80. Borrow money or execute any promissory note or obligation or mortgage, deed of trust, security agreement or other encumbrance in the name of or on behalf of Owner;
81. Enter into any contract, agreement, sale, purchase or understanding between Manager and an affiliated or related entity of Manager for goods or services on behalf of the Property without the prior written consent of Owner (an affiliated or related entity is an entity in which Manager or any of its affiliates, directors, or employees or any family member thereof owns or has any direct or indirect proprietary or financial interest) unless in accordance with the procedures set forth in Sections 3.4.1, 3.4.2 and 3.4.3 above;
82. Authorize the connection or disconnection of Internet, broadband, DSL, cable, or other communication services (whether similar or dissimilar to the foregoing) to the Property, with the exception of antennae agreements relating to the Property;
83. Adopt or change any policy relating to the management, operation, repair, or maintenance of the Property that would be inconsistent with Manager's obligations under this Agreement;
84. Undertake any significant alteration, reconstruction, reconfiguration, or other physical change to the Property;
85. Take any action or permit any action to be taken that would violate any provision of the Property financing or any law, rule, regulation or governmental requirement applicable to the Property;
86. Take any action that would (i) cause the termination or discontinuance of the qualification of any of the 422 Low-Income Units in the Property as "Qualified Low-Income Housing" under Section 42 of the Code; (ii) cause the termination or discontinuance of the Property as a "Qualified Low-Income Housing Project" under Section 42 of the Code; or (iii) cause Owner to fail to qualify for (or cause a recapture of)  Tax Credits;
87. Incur any expense on behalf of Owner or pay any expenses from the operating account in excess of $5,000, which is not permitted in the Project Budget or under the Plan;
88. Enter into any contract or arrangement with any party that would either (i) have a term of more than one year or (ii) would not be cancelable without penalty upon not more than sixty (60) days' notice or upon a sale or other disposition of the Project or partnership interests in Owner; or
89. Take any other action in connection with the Project that is either prohibited or not expressly permitted under this Agreement or the Plan.
90. Compliance with Laws.
91. Tax Credit Requirements
92. To cause the required number of apartment units in the Property to be leased to suitable tenants who comply with all regulations regarding eligibility of the Property for the Tax Credits;
93. To obtain from all qualified tenants in the Property the right to receive annual reports from such tenants concerning their incomes and family sizes and any other information needed to verify eligibility;
94. To execute a lease for any rental unit in respect of which Tax Credits have been allocated to the Owner only upon first obtaining certification from the tenant, and such other information as may be necessary for the Manager to determine income criteria for low-income housing, that he or she satisfies the income criteria for low-income housing;
95. To prepare for Owner's signature, and then to file in a proper manner, the annual certifications required by the provisions of law referred to in Code Section 42(l)(2); and
96. To cause the Property to be operated in a manner that complies with all other statutes, regulations and agreements which must be complied with in order for Owner to obtain the Tax Credits with respect to 422 Units in the Property.
97. 
98. Management Fee.
99. Amount of Management Fees
100. Definition of Effective Gross Income
101. Additional Services
102. Reimbursements
103. 
104. 
105. 
106. 
107. 

MISCELLANEOUS, GENERAL PROVISIONS

9.1	Tax Credit Consultant.  The Manager shall employ a tax credit consultant (the "Tax Credit Consultant) at the cost of the Project for a period of time determined by the Owner if in the judgment of the Owner such assistance is desirable to assure proper compliance with Tax Credit requirements.  The Tax Credit Consultant shall be an organization recognized as a national expert in managing Section 42 properties, and the selection of the Tax Credit Consultant shall be subject to the Consent of the Owner and the Special Limited Partner of the Owner.  The Tax Credit Consultant shall assist the Management Agent in its responsibility of managing the Property in accordance with the requirements of the Tax Credit program.  Such assistance shall include, but not be limited to, the following:  (1) preparing and implementing a formal marketing plan and management plan; (2) hiring a talented and experience professional as the property manager for the Property who shall be on-site during normal business hours; (3) preparing a formal compliance program containing written policies and procedures which incorporate standardized documentation; (4) providing initial and ongoing compliance training to management personnel; and (5) review and reasonable approval, prior to signing of the tenant lease, of each tenant file for Tax Credit Units for accuracy and compliance with Tax Credit requirements.  The cost of any Tax Credit Consultant retained by the Owner pursuant to this Section 9.1 shall be paid from Project funds.

9.2	No Assignment by Manager.  This Agreement may not be assigned by Manager nor may Manager subcontract all or part of its obligations under this Agreement, subject to the provision in Section 7.2.3, without the prior written consent of Owner and the Special Limited Partner of the Partnership, which may be granted or withheld for any reason whatsoever, or for no reason.

9.3	Assignability by Owner.  Owner may sell, assign, delegate, transfer, convey, or encumber (each, a "Transfer") all or a portion of its rights or duties under this Agreement to any person or entity to whom Owner Transfers its interest in the Property in Owner's sole discretion.  If Owner shall collaterally assign this Agreement in connection with a mortgage, Manager shall execute such documents as are reasonably requested by the mortgagee or beneficiary concerning Manager's consent to Owner's collateral assignment of this Agreement and evidencing the subordination of this Agreement to any such mortgage and shall execute any amendment hereto reasonably requested by such lender that does not alter in any material respect the obligations, rights, or compensation of Manager hereunder,

9.4	No Non-Compete.  Manager may enter into other agreements to manage other office, retail or residential buildings without the prior consent of Owner.

9.5	Successors and Assigns.  The terms, covenants, agreements, representations and warranties contained herein shall inure to the benefit of the respective permitted successors and assigns of the parties hereto and their constituent entities and shall be binding upon all successors and assigns of the parties hereto.

9.6	Estoppel Certificate.  Manager and Owner hereby covenant that each (the "Certifier"), upon at least ten (10) days' prior written request of the other (the "Requestor"), Certifier will issue to Requestor, and/or to any prospective mortgagee, transferee, assignee, or purchaser, an estoppel certificate stating: (a) whether Certifier has given or received any notice of default that has not been cured or knows of any other uncured default by either party under this Agreement, and if there are known defaults, specifying the nature thereof; (b) whether to its knowledge this Agreement has been assigned, modified or amended in any way (and if it has, then stating the nature thereof); (c) that to Certifier's knowledge, this Agreement is as of that date in full force and effect; and (d) such other matters as Requestor shall reasonably request.  Such certificate shall act as a waiver of any claim by Certifier to the extent such claim is based upon facts which are contrary to those asserted in the certificate.

9.7	Notices.  Whenever any notice, demand or request is required or permitted under this Agreement, such notice, demand or request shall be in writing, unless otherwise set forth herein, and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below or to such other numbers as are specified by written notice given in accordance herewith:

Owner:	Capital Park Apartments Limited Partnership

c/o CP Capitol Corporation

222 Smallwood Village Center

St. Charles (Waldorf), Maryland  20602

Attention:  J. Michael Wilson

Facsimile Number:  (301)-843-2519

With copy to:	SCDC, LLC

c/o Red Capital Markets, Inc.

150 East Gay Street, 22nd floor

Columbus, Ohio  43215

Attention:  David C. Martin

Facsimile Number:  (614) 857-1430

Manager:	American Rental Management Company

222 Smallwood Village Center

St. Charles (Waldorf), Maryland  20602

Attention:  Paul Resnik

Facsimile Number:  (301) 870-8481

All notices, demands or requests delivered by hand shall be deemed given upon the date delivered.  Any notice, demand or request not received because of changed address or facsimile number of which no notice was given as above provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be.

9.8	No Waiver.  The failure of Owner or Manager to seek redress for violation, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement shall not constitute a waiver thereof, and Owner and Manager shall have all remedies provided herein and by applicable law with respect to the same or any subsequent act which would have originally constituted a violation.  No waiver of any provision hereof shall be binding unless in writing and signed by the party waiving such provision.

9.9	Approvals.  Whenever an approval, concurrence or agreement is sought from either party pursuant to the terms of this Agreement, the requesting party shall transmit in writing to the other party its request for approval, concurrence or agreement, and shall attach to each such transmittal the information, documentation and relevant facts necessary or appropriate to permit consideration of the matter for which approval, concurrence or agreement is sought.

9.10	Rights Cumulative.  Except as otherwise expressly provided herein, no remedy conferred upon a party in this Agreement is intended to be exclusive of any other remedy provided or permitted herein or by law or in equity, but each shall be cumulative and shall be in addition to every other remedy provided herein now or hereafter existing at law or in equity.

9.11	No Third-Party Beneficiary.  This Agreement is intended for the exclusive benefit of the parties hereto and, except as otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in, or be enforceable by, any other Person.

9.12	No Oral Modification.  This Agreement may not be modified, supplemented or terminated, nor may any of the obligations of the parties hereunder be waived, except by a written instrument executed by the parties hereto.

9.13	Counterparts.  This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same original.

9.14	Governing Law.  This Agreement shall be governed in accordance with the laws of the state in which the Property is located.

9.15	Complete Agreement.  This document forms the complete Agreement and represents the full arrangement between Owner and Manager for all property management services for the Property.

9.16	Amendments.  Manager agrees to enter into any amendments to this Agreement reasonably requested by HUD, the Special Limited Partner of the Owner and the Owner's present or future lenders, provided such amendments do not adversely affect, in any material respect, the obligation of Manager under this Agreement  This Agreement shall not be amended without the prior written consent of the Special Limited Partner of the Owner.

9.17	Confidentiality.  Manager shall treat this Agreement as confidential and shall not disclose its contents.  Manager shall treat as confidential and shall not disclose, advertise or publicize any information with respect to the Property, Owner, its partners, officers and agents without the prior written consent of Owner.  Manager shall use such information only for Owner's benefit in connection with Manager's performance of its obligations hereunder.  Manager's obligations under this Section shall survive expiration or termination of this Agreement,

9.18	Waiver of Jury Trial.  EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF OWNER AND MANAGER HEREUNDER, OWNER'S OWNERSHIP OR USE OF THE PROPERTY, AND/OR ANY CLAIMS OF INJURY OR DAMAGE.  EACH PARTY HEREBY CONSENTS TO SERVICE OF PROCESS AND ANY PLEADING RELATING TO ANY SUCH ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM AT THE ADDRESS SET FORTH FOR SUCH PARTY IN SECTION 9.8 HEREOF; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING SUCH SERVICE AT SUCH ADDRESS.

9.19	Choice of Jurisdiction and Venue.  Any dispute concerning this agreement should be subject to jurisdiction in Washington, D.C.

9.20	Reservation of Right.  Owner specifically reserves the right to enter into and upon the Property at any and all times during the term of this Agreement for any purpose.

9.21	Nondiscrimination.  In the performance of its obligations under this Agreement, the Manager will comply with the provisions of any federal, state or local law prohibiting discrimination in housing on the grounds of race, color, sex, creed or national origin, including Title VI of the Civil Rights Act of 1964 (Public Law 88-352-78 Stat. 241), all requirements imposed by or pursuant to regulations of HUD (24 C.F.R., Subtitle A, Part 1) issued pursuant to that Title, regulations issued pursuant to Executive Order II 063 and Title VIII of the 1968 Civil Rights Act.

9.22	Construction of Agreement with HUD Rights.  If there is a conflict between any provision of this Agreement and HUD's rights and requirements, HUD's rights and requirements shall prevail.

9.23	Drug Free Workplace.  Neither Manager nor any employee of Manager shall at any time fail to comply with the Federal Drug Free Workplace Act of 1988 or any regulations promulgated thereunder.

9.24	Duty to Cooperate.  The Manager agrees to cooperate with all requests from the limited partners of the Owner and their affiliates (collectively, "Red Capital") in connection with the exercise by the limited partners of their rights set forth in the Owner's Partnership Agreement.  Such obligation to cooperate shall include, but not be limited to, providing to Red Capital or making available to Red Capital, as and when required by Red Capital, all reports and information required to be provided or made available to Owner under this Agreement.

9.25	Definitions.  Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them on Exhibit I.



IN WITNESS WHEREOF, the parties have executed this Property Management Agreement on the day and year first hereinabove written.



|OWNER:                                     
|-------------------------------------------
|                                           
|CAPITAL PARK APARTMENTS LIMITED
PARTNERSHIP
|                                           
|By:                                        
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|By:                                        
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|                                           
|                                           
|MANAGER:                                   
|                                           
|AMERICAN RENTAL MANAGEMENT COMPANY         
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|By:                                        
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EXHIBIT I



DEFINITIONS

"Agency" means the District of Columbia Housing Finance Agency, in its capacity as the designated agency of the District of Columbia to allocate Tax Credits, acting through any authorized representative.

"Code"  means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision or provisions of succeeding law.

"40-60 Set Aside Test" means the Minimum Set-Aside Test whereby at least 40% of the units in the Property must be occupied by individuals with incomes of 60% or less of area median income, as adjusted for family size.

"HUD" means the Department of Housing and Urban Development of the United States of America, and its successors.

"Minimum Set-Aside Test" means the set-aside test selected by the Partnership pursuant to Section 42(g) of the Code with respect to the percentage of units in its Property to be occupied by tenants with incomes equal to no more than a certain percentage of area median income.  The Owner has selected the 40-60 Set Aside Test as the Minimum Set Aside Test.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Owner dated as of October 1, 2002, as amended from time to time in accordance with the terms thereof.

"Project Lenders" shall mean any entity in its capacity as a holder of a loan on the Property.

"Project Loans" shall mean the loans and indebtedness of the Owner to the Project Lenders.

"Regulatory Agreement" means, to the extent applicable, and collectively, any regulatory agreements and/or any declaration of covenants and restrictions heretofore or hereafter entered into between the Owner and the Project Lenders or any applicable government agency setting forth certain terms and conditions under which the Property is to be operated.

"Rent Restriction Test" means the test pursuant to Section 42(g) of the Code whereby the gross rent charged to tenants of the low-income units in the Property cannot exceed thirty percent (30%) of the imputed income limitation of the applicable units.

"Tax Credit" means the low-income housing tax credit allowed for low-income housing projects pursuant to Section 42 of the Code.